THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

28 November 2025

Wilmington plc

Acquisition of Conversia cleared to complete

Wilmington plc (LSE: WIL, "Wilmington", the "Company" and, together with its subsidiary undertakings, the "Group"), the provider of data, information, education and training services in the global Governance, Risk and Compliance ("GRC") markets, has today received Foreign Direct Investment clearance in Spain for the acquisition of RegTech software business Professional Group Conversia, S.L.U. ("Conversia") (the "Acquisition"), further to the announcement released by the Company on 12 August 2025 (the "Acquisition Announcement"). The Acquisition will now complete in the next few days as all conditions for completion have been met ("Completion").

For the purposes of UK Listing Rule 7.3.3, the Company confirms that, other than the information regarding the new debt facilities entered into with HSBC Innovation Bank Limited and Barclays Bank PLC (together, the "Lenders"), further details of which are set out in the appendix to this Announcement, there has been no material change affecting any matter contained in the Acquisition Announcement.

Mark Milner, Chief Executive Officer of Wilmington, said:

"Conversia significantly extends our international reach in the GRC markets and opens up new opportunities in the regulated and rapidly growing Spanish Data Privacy market.  

"It is the industry leader in the provision of software and RegTech solutions, helping small and medium-sized enterprises meet legally regulated Data Privacy compliance requirements.

"This earnings enhancing acquisition delivers high quality revenue of which more than 70 per cent. is annually recurring."

For further information, please contact:

Wilmington plc                                                                                                        020 7490 0049

Mark Milner, Chief Executive Officer
Guy Millward, Chief Financial Officer

Meare Consulting                                                                                                    07990 858548

Adrian Duffield

Notes to Editors

Wilmington plc is a recognised knowledge leader and partner of choice for data, information, education and training in the global Governance, Risk and Compliance (GRC) markets. Wilmington employs over 1,000 people and sells to around 120 countries. Wilmington is listed on the main market of the London Stock Exchange.

Appendix

Facilities Agreement

On 28 November 2025, the Company and certain of its subsidiary undertakings (as borrowers and guarantors, together, the "Obligors") and the Lenders entered into a multicurrency term and revolving facilities agreement (the "Facilities Agreement"), pursuant to which the Lenders agreed to provide the Company with (i) a Sterling term loan facility of £10 million (the "Term Loan") and (ii) a multicurrency revolving loan facility of £70 million (the "RCF").

Amounts borrowed under the Term Loan are to be used for funding the Acquisition and amounts borrowed under the RCF are to be used for funding the Acquisition and for general corporate and working capital purposes of the Group.

The Term Loan is repayable quarterly in instalments of £909,091 beginning on 31 March 2026 with the final repayment instalment of £909,090 due 1 December 2028 (the "Initial Termination Date").  The Company shall repay the outstanding balance of the Term Loan on the Initial Termination Date.

Amounts borrowed under the RCF are repayable quarterly, save for the first interest period which shall begin on the utilisation date of the Term Loan and shall end on 31 March 2026, with the final repayment due on the Initial Termination Date.

The Company has the option to extend the provision of the RCF until 1 December 2029 and again until 1 December 2030, with the consent of the Lenders (subject to an agreed extension fee at the relevant time).

The Facilities Agreement contains adjusted leverage and interest cover financial covenants, each to be tested quarterly in respect of each period of 12 months ending on or about the last day of each financial quarter.  The Facilities Agreement also contains terms relating to default and mandatory repayment, as well as covenants and undertakings that are customary for agreements of this type.

The Facilities Agreement is governed by the laws of England and Wales.

Security

On 1 December 2025, the Obligors will enter into an all-asset debenture (including the shares of certain subsidiaries owned by the Company) in favour of the Lenders which is governed by the laws of England and Wales (the "Debenture").

On Completion, Wilmington Publishing & Information Ltd (the "Purchaser") will enter into: (i) a first ranking pledge over the credit rights arising from the share purchase agreement relating to the Acquisition (the "Conversia Acquisition Agreement") and over the credit rights arising from a warranty and indemnity insurance policy with respect to certain warranties stated under the Conversia Acquisition Agreement; and (ii) a first ranking pledge over the shares of Conversia, all in favour of the Security Trustee (as defined under the Facilities Agreement) and governed by the laws of the Kingdom of Spain. In connection with the Spanish law security, on Completion, the Purchaser will also grant an irrevocable power of attorney to the Security Trustee.